0001810806-22-000093.txt : 20221109 0001810806-22-000093.hdr.sgml : 20221109 20221109201527 ACCESSION NUMBER: 0001810806-22-000093 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221107 FILED AS OF DATE: 20221109 DATE AS OF CHANGE: 20221109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kostman David CENTRAL INDEX KEY: 0001874180 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39497 FILM NUMBER: 221374510 MAIL ADDRESS: STREET 1: C/O OUTBRAIN INC. STREET 2: 111 WEST 19TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Unity Software Inc. CENTRAL INDEX KEY: 0001810806 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 270334803 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 - 3RD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-539-3162 MAIL ADDRESS: STREET 1: 30 - 3RD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 4 1 wf-form4_166804291095983.xml FORM 4 X0306 4 2022-11-07 0 0001810806 Unity Software Inc. U 0001874180 Kostman David C/O UNITY SOFTWARE INC. 30 3RD STREET SAN FRANCISCO CA 94103 1 0 0 0 Common Stock 2022-11-07 4 A 0 97110 A 97110 D Common Stock 2022-11-07 4 A 0 5672 A 102782 D Common Stock 2022-11-07 4 A 0 16142 0 A 118924 D Stock Option (Right to Buy) 28.84 2022-11-07 4 A 0 27179 0 A 2025-06-30 Common Stock 27179.0 27179 D Stock Option (Right to Buy) 6.71 2022-11-07 4 A 0 24014 0 A 2031-01-16 Common Stock 24014.0 24014 D Received in exchange for 891,734 Class A ordinary shares, no par value ("ironSource Class A ordinary shares"), and zero Class B ordinary shares, no par value ("ironSource Class B ordinary shares" and together with the ironSource Class A ordinary shares, the "ironSource Ordinary Shares"), of ironSource Ltd. ("ironSource") pursuant to the Agreement and Plan of Merger, dated as of July 13, 2022, by and among Unity Software Inc. (the "Issuer"), Ursa Aroma Merger Subsidiary Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub"), and ironSource (the "Merger Agreement"), pursuant to which ironSource merged with and into Merger Sub with ironSource surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each ironSource Ordinary Share was converted into the right to receive 0.1089 shares (the "Exchange Ratio") of common stock, par value $0.000005 per share, of the Issuer ("Common Stock), rounded up or down to the nearest whole share for any fractional shares of Common Stock resulting from the calculation. On the date immediately prior to the Effective Time, the closing price of the Common Stock on the New York Stock Exchange ("NYSE") was $24.78 per share and the closing price of ironSource Class A ordinary shares on the NYSE was $2.74 per share. ironSource Class B ordinary shares were not traded on any exchange. Received in exchange for restricted stock units ("ironSource RSUs") representing 52,083 ironSource Ordinary Shares. Pursuant to the Merger Agreement, at the Effective Time, such ironSource RSUs were assumed by the Issuer and converted into restricted stock units representing a number of shares of Common Stock ("RSUs"), with such RSUs subject to substantially the same terms and conditions applicable to such ironSource RSUs, except that the number of shares of Common Stock subject to such RSUs is equal to the product obtained by multiplying (x) the number of ironSource Ordinary Shares subject to such ironSource RSUs by (y) the Exchange Ratio, rounded up to the nearest whole share for any fractional shares of Common Stock resulting from the calculation. These RSUs vest in equal annual installments over a three-year period beginning on September 2, 2023, such that on September 2, 2025, these RSUs will be 100% vested, subject to the Reporting Person's continued service through the vesting period. Represents RSUs granted to the Reporting Person. These RSUs vest in equal quarterly installments over a three-year period beginning on November 7, 2022, such that on November 7, 2025, such RSUs will be 100% vested, subject to the Reporting Person's continued service through the vesting period. Received in exchange for options to purchase ("ironSource Options") 249,582 ironSource Ordinary Shares at an exercise price of $3.14 per share. Pursuant to the Merger Agreement, at the Effective Time, suchironSource Options were assumed by the Issuer and converted into options to purchase a number of shares of Common Stock ("Options"), with such Options subject to substantially the same terms as suchironSource Options, except that such Options (a) represent an option to acquire a number of shares of Common Stock, rounded down to the nearest whole number of shares, equal to the product obtainedby multiplying (x) the number of ironSource Ordinary Shares subject to such ironSource Options, by (y) the Exchange Ratio, and (b) have an exercise price per share of Common Stock equal to the quotient obtainedby dividing (i) the per share exercise price for ironSource Ordinary Shares subject to such ironSource Options by (ii) the Exchange Ratio, rounded up to the nearest whole cent. These ironSource Options vested 33% on January 17, 2022, with the remaining 67% vesting in equal quarterly installments over a two-year period beginning on January 17, 2023, such that on January 17, 2024, such Options will be 100% vested, subjectto the Reporting Person's continued service through the vesting period. Received in exchange for ironSource Options to purchase 220,522 ironSource Ordinary Shares at an exercise price of $0.73 per share. Pursuant to the Merger Agreement, at the Effective Time, such ironSourceOptions were assumed by the Issuer and converted into Options to purchase a number of shares of Common Stock, with such Options subject to substantially the same terms as such ironSource Options, except thatsuch Options (a) represent an option to acquire a number of shares of Common Stock, rounded down to the nearest whole number of shares, equal to the product obtained by multiplying (x) the number ofironSource Ordinary Shares subject to such ironSource Options, by (y) the Exchange Ratio, and (b) have an exercise price per share of Common Stock equal to the quotient obtained by dividing (i) the per shareexercise price for ironSource Ordinary Shares subject to such ironSource Options by (ii) the Exchange Ratio, rounded up to the nearest whole cent. These Options were fully vested at the Effective Time. /s/ Nora Go, Attorney-in-fact 2022-11-09 EX-24 2 kostmandavidpoa.htm KOSTMAN, DAVID

POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of Luis Visoso, Nora Go, and Rose McKinley each of Unity Software Inc. and Rachel Proffitt and Eric Steiner each of Cooley LLP, signing individually, the undersignedTMs true and lawful attorneys-in fact and agents to:
(1) prepare, execute in the undersignedTMs name and on the undersignedTMs behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) any documents necessary or appropriate to obtain EDGAR codes and passwords enabling the undersigned to make electronic filings of reports with the SEC;
(2) execute for and on behalf of the undersigned, in the undersignedTMs capacity as an officer, director and/or greater than 10% stockholder of Unity Software Inc. (the Company), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 (including any amendments thereto) and timely file such forms with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
(4) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-factTMs discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-factTMs substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersignedTMs responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersignedTMs holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or employed by or a partner at Cooley LLP, as applicable.
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The undersigned has caused this Power of Attorney to be executed as of November 7, 2022.

/s/ David Kostman